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80 of 1980 - RESOLUTION AUTHORIZING AND INDUCING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH DEVEREAUX PARTNE Salt Lake City, Utah November 4, 1980 The City Council of Salt Lake City, Salt Lake County, Utah met in regular session at its regular meeting place in Salt Lake City, Salt Lake County, Utah, at 5:00 p.m. on November 4, 1980 with the following City officials present: Ted L. Wilson Mayor Ronald J. Whitehead Councilmember Grant Mabey Councilmember Sydney Reed Fonnesbeck Councilmember Palmer DePaulis Councilmember Alice Shearer Councilmember Ione Davis Councilmember Edward W. Parker Councilmember Also present: Mildred V. Higham City Recorder Absent: None After the meeting had been duly called to order the minutes of the preceding meeting read and approved, the following resolution was introduced in writing, read in full, and pursuant to motion duly made by Council Member ShParprand seconded byCouncil Member Fonnesbeck, adopted by the following vote: WHEREAS, Salt Lake City, Utah (the "Issuer"), is an incorporated City authorized and empowered by the provisions of the Utah Industrial Facilities Development Act (the "Act") to issue industrial development revenue bonds or other forms of industrial revenue financing (the "Bonds") for the purpose of defraying the cost of constructing office and commercial facilities located on Block 84, Plat A, of Salt Lake City Survey; and YEA: Ronald J. Whitehead Grant Mabey Sydney Reed Fonnesbeck Palmer DePaulis Alice Shearer Ione Davis Edward W. Parker NAY: None The resolution was then signed by the Mayor in open meeting and recorded by the City Recorder in the official records of Salt Lake City, Utah. The resolution is as follows: RESOLUTION AUTHORIZING AND INDUCING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH DEVEREAUX PARTNERS, LTD. , A UTAH PARTNERSHIP, REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR A COMMERCIAL PROJECT. WHEREAS, Salt Lake City, Utah (the "Issuer"), is an incorporated City authorized and empowered by the provisions of the Utah Industrial Facilities Development Act (the "Act") to issue industrial development revenue bonds or other forms of industrial revenue financing (the "Bonds") for the purpose of defraying the cost of constructing office and commercial facilities located on Block 84, Plat A, of Salt Lake City Survey; and -2- WHEREAS, in order to promote industry and commerce and develop trade by inducing manufacturing, industrial and commercial enterprises to locate or remain in the State of Utah and Salt Lake City, the Issuer proposes to finance the construction of office and commercial facilities located on Block 84, Plat A, of Salt Lake City Survey (the "Project") within the boundaries of the Issuer to be developed and operated by Devereaux Partners, Ltd. , a Utah Partnership (the "Company"); and WHEREAS, the Company is reluctant to take steps toward the realization and completion of the Project without satisfactory assurance from the Issuer that the proceeds of the sale of the Bonds of the Issuer will be made available to finance the development of said Project; and WHEREAS, it is deemed necessary and advisable for the development, welfare and prosperity of the Issuer and its inhabitants that the Project be constructed, and that the Issuer take such action as may be required under applicable statutory provisions to authorize and issue its Bonds to finance the cost thereof, to an amount not exceeding $10,000,000; and WHEREAS, a form of agreement, designated as a "Memorandum of Agreement," has been prepared under which the Company has stated its willingness to acquire land, let construction contracts, and commence construction and development of the Project; and -3- WHEREAS, it is considered necessary and desirable and for the best interest of said Issuer that execution of said Memorandum of Agreement be authorized for and on behalf of the Issuer: NOW, THEREFORE, Be It Resolved by the City Council of Salt Lake City, Salt Lake County, Utah, as follows: Section 1. In order to assure the location of this Project within the boundaries of Salt Lake City, Utah, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that the Memorandum of Agreement hereinafter referred to, be approved and executed for and on behalf of the said Issuer. Section 2. The Memorandum of Agreement by and between the Company and Salt Lake City, Utah, in the form and with the contents set forth in Exhibit "A" attached hereto, is hereby approved and the execution thereof is hereby authorized. Section 3. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 4. The City Council considers that this resolution is necessary and in the best interest of the Issuer, and therefore, it shall become effective immediately upon its passage, approval and adoption. -4- Passed and approved this 4th day of November, 1980, by the City Council of Salt Lake City, Utah. 1 / ' Mayor ATTEST: _ o v G7 YY( City Recor er ( S E A L ) -5- I After conduct of other business not pertinent to the above, the meeting was, on motion duly made and seconded, adjourned. T / ------M(/ /i6i1-1 , Mayor ATTEST: , ity Recor e ( S E A L ) -6- STATE OF UTAH ss. COUNTY OF SALT LAKE ) I, Mildred V. Higham, the duly qualified and acting City Recorder of Salt Lake City, Salt Lake County, Utah, do hereby certify, according to the records of said City in my official possession, that the above and foregoing is a true and correct copy of the minutes of a meeting of the City Council of said City, including a resolution adopted at said meeting, insofar as said minutes pertain to the matters therein set out. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed herein the seal of Salt Lake City, Salt Lake County, Utah this 4th day of November, 1980. City Recorder ( SEAL ) -7- STATE OF UTAH ) CERTIFICATE OF COMPLIANCE : ss. WITH OPEN MEETING LAW COUNTY OF SALT LAKE ) I, Mildred V. Higham, the duly qualified and acting City Recorder of Salt Lake City, Salt Lake County, Utah, do hereby October certify that on the 31st day of Near, 1980, pursuant to MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Salt Lake City, Salt Lake County, Utah, party of the first part (hereinafter referred to as the "Issuer"), and Devereaux Partners, Ltd. , a Utah partnership, party of the second part (hereinafter referred to as "Company"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The Issuer is authorized and empowered by the provisions of the Utah Industrial Facilities Development Act (the "Act"), to issue industrial revenue bonds for the purpose of acquiring, or financing the acquisition of, manufacturing, industrial, or commercial properties (as defined in the Act) and of leasing, selling or financing the same to or for others for such rentals and upon such terms and conditions as the Issuer may deem advisable. (b) The purposes of the Act are to achieve greater industrial and commercial development in the State of Utah and to authorize municipalities and counties in the state to finance, acquire, own, lease, or sell projects for the purpose of reducing, abating, or preventing pollution and of protecting and promoting the health, welfare, and safety of the citizens of the state. The Act vests the Issuer with all powers that may be necessary to enable it to accomplish such purposes. Said Act further authorizes the Issuer to issue industrial development revenue bonds, or other forms of municipal indus- trial development financing, (the "Bonds") for the purpose of carrying out its powers. In furtherance of such purposes the Issuer proposes to finance the construction of office and commercial facilities to be located on Block 84, Plat A, of Salt Lake City Survey (the "Building"). The land on which such Building shall be located (the "Site") shall be located within the corporate limits of the Issuer and the acquisition of portions of said Site may be financed by the Issuer. The Site, the Building, the equipment and furnishings and any other related improvements (all of which are collectively referred to herein as the "Project") shall be financed by the Issuer based upon the commitment of the Company to repay the obligations underlying the financing arrangements at no cost to the Issuer or the taxpayers residing within the Issuer. (c) In view of rising construction costs, it is considered essential that the Project be completed at the earliest practicable date. The Company is willing to proceed with the Project on the understanding that the proceeds of the sale of the Bonds of the Issuer will be made available to finance the cost of land and building acquisition, construc- tion, furnishing and equipping by the Issuer of the Project. -2- (d) The Issuer is interested in assisting the Company to effect the financing of the project consistent with the purposes of the Act and hereby advises the Company that, subject to due compliance with all requirements of law, the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financing, and compliance with the following preconditions, the Issuer by virtue of such statutory authority as may now or hereafter be conferred, will issue and sell the Bonds in an amount not exceeding $10,000,000 to pay the costs of the Project: 1. The Company will notify the Issuer as to whether the Bonds will be sold on open market through an underwriter or by private placement. If by private placement, the Company, upon determination, will notify the Issuer as to who the purchaser or purchasers will be. 2. A local banking institution will act as trustee for the bond issue. 3. The Company will submit for the Issuer's approval a list of the names and addresses of the principals of the Company, together with a summary of the assets and other security of any related partnerships to the project committed to the repayment of the Bonds. 4. If the Bonds will be purchased by an underwriter, the Company will provide to the Issuer a summary of the -3- Underwriter's experience in the placement of industrial revenue projects. 5. The Company will submit to the Issuer confirmed rental agreements showing that the Project has been substantially leased prior to the bond issuance which agreements shall be subject to approval by the Issuer. In addition, the Company will submit an outline of all security arrangements for the repayment of the Bonds. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows: (a) It will authorize or cause to be authorized, the issuance and sale of an issue of the Bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount not exceeding $10,000,000. Said Bonds shall not be guaranteed by the Issuer nor secured with a pledge of the credit of the Issuer. (b) If purchase arrangements for the Bonds satisfactory to the Company and consistent with its existing borrowing commitments can be made, the Issuer will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for the authorization, issuance and sale of the Bonds, and the financing of acquisition, construction, furnishing and equipping of the Project by the Company exclusively, all as shall be authorized by law and mutually satisfactory to the Issuer and the Company. -4- (c) The aggregate loan payments to be paid by the Company (i.e. , the loan payments to be used to pay the principal, interest and premium, if any, on the Bonds) payable under the loan agreement whereby the Project shall be financed by the Company shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds, as and when the same shall become due and payable. (d) It will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) It will use all reasonable efforts consistent with its existing borrowing commitments to find one or more purchasers for the Bonds in an aggregate principal amount not exceeding $10,000,000. (b) It will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction, furnishing and equipping of the Project and at the time of the delivery of the Bonds, it will pledge its interest in the Project toward repayment of the Bonds. After acquisition of the Site, title thereto as well as title to the equipment, furnishings and other personal property in connection with the Project, shall be held in such a manner -5 • - as to be subject to assessment for real and personal property taxes. (c) Contemporaneously with the delivery of the Bonds it will enter into a loan, purchase or lease agreement with the Issuer under the terms of which the Company will obligate itself to pay the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable, such agreement to contain provisions required by law and such other provisions as shall be mutually acceptable to the Issuer and the Company, including but not limited to the indemnification of the Issuer by the Company against any costs or damages arising from or connected with the offer and sale of the Bonds and the payment or default in payment of principal or interest of the Bonds. In addition, the Company will pay and reimburse the Issuer from proceeds from the sale of the Bonds for costs advanced and, if agreed upon in advance, for the services of certain staff personnel such as the City Attorney and the City Recorder. (d) It will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. -6- 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the obtaining of all necessary governmental approvals and the approvals of the appropriate financial officers of the Company and the condition that on or before three years from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Company), the Issuer and the Company shall have agreed to mutually acceptable terms for the Bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the agreements referred to in paragraph 3 and the proceedings referred to in paragraphs 2 and 3 hereof. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extension thereof and financing in such amount as shall not exceed $10,000,000 is not arranged for and consummated within such time, the Company agrees that it will pay the Issuer a fee of $2500, $1000 of which shall be paid upon the execution of this Agreement, and the remaining $1500 upon the issuance of the Bonds for all reasonable and necessary direct out-of-pocket expenses, including reasonable attorney's fees for the review and/or preparation of documents, which the Issuer may incur at the Company's request arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder, and this Agreement shall thereupon terminate. -7- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their agents thereunto duly authorized as of the 4th day of November, 1980. SALT LAKE CITY, SALT LAKE COUNTY, UTAH By — ayor ( CITY SEAL ) ATTEST: yRecorder DEVEREAUX PARTNERS, LTD. By Ml2Z.Ge JOyn Lear, Genera Partner By C c B c Miller, eneral Pa tner -8- Resolution No. By City Council Authorizing and inducing the execution of a Memorandum of Agreement with Devereaux Partners, Ltd. for the issuance of Industrial Development Bonds for a commercial project. APPROVED :UV-4tit • ctn REC;JKQEe.